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                                                                    EXHIBIT 10.3

                                  EGENERA, INC.

                            2004 STOCK INCENTIVE PLAN

1.       Purpose

         The purpose of this 2004 Stock Incentive Plan (the "Plan") of Egenera,
Inc., a Delaware corporation (the "Company"), is to advance the interests of the
Company's stockholders by enhancing the Company's ability to attract, retain and
motivate persons who make (or are expected to make) important contributions to
the Company by providing such persons with equity ownership opportunities and
performance-based incentives and thereby better aligning the interests of such
persons with those of the Company's stockholders. Except where the context
otherwise requires, the term "Company" shall include any of the Company's
present or future parent or subsidiary corporations as defined in Sections
424(e) or (f) of the Internal Revenue Code of 1986, as amended, and any
regulations promulgated thereunder (the "Code") and any other business venture
(including, without limitation, joint venture or limited liability company) in
which the Company has a controlling interest, as determined by the Board of
Directors of the Company (the "Board").

2.       Eligibility

         All of the Company's employees, officers, directors, consultants and
advisors are eligible to be granted options, restricted stock awards, stock
appreciation rights or other stock-based awards (each, an "Award") under the
Plan. Each person who has been granted an Award under the Plan shall be deemed a
"Participant."

3.       Administration and Delegation

         (a)      Administration by Board of Directors. The Plan will be
administered by the Board. The Board shall have authority to grant Awards and to
adopt, amend and repeal such administrative rules, guidelines and practices
relating to the Plan as it shall deem advisable. The Board may correct any
defect, supply any omission or reconcile any inconsistency in the Plan or any
Award in the manner and to the extent it shall deem expedient to carry the Plan
into effect and it shall be the sole and final judge of such expediency. All
decisions by the Board shall be made in the Board's sole discretion and shall be
final and binding on all persons having or claiming any interest in the Plan or
in any Award. No director or person acting pursuant to the authority delegated
by the Board shall be liable for any action or determination relating to or
under the Plan made in good faith.

         (b)      Appointment of Committees. To the extent permitted by
applicable law, the Board may delegate any or all of its powers under the Plan
to one or more committees or subcommittees of the Board (a "Committee"). All
references in the Plan to the "Board" shall mean the Board or a Committee of the
Board or the executive officers referred to in Section 3(c) to the extent that
the Board's powers or authority under the Plan have been delegated to such
Committee or executive officers.

         (c)      Delegation to Executive Officers. To the extent permitted by
applicable law, the Board may delegate to one or more executive officers of the
Company the power to grant Awards to employees or officers of the Company or any
of its present or future subsidiary corporations and to exercise such other
powers under the Plan as the Board may determine, provided that the Board shall
fix the terms of the Awards to be granted by such executive officers (including
the exercise price of such Awards, which may include a formula by which the
exercise price will be determined) and the maximum number of

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shares subject to Awards that the executive officers may grant; provided
further, however, that no executive officer shall be authorized to grant Awards
to any "executive officer" of the Company (as defined by Rule 3b-7 under the
Securities Exchange Act of 1934, as amended (the "Exchange Act")) or to any
"officer" of the Company (as defined by Rule 16a-1 under the Exchange Act).

4.       Stock Available for Awards

         (a)      Number of Shares. Subject to adjustment under Section 9,
Awards may be made under the Plan for up to the number of shares of common
stock, $0.001 par value per share, of the Company (the "Common Stock") that is
equal to the sum of:

                  (1)      [____] shares of Common Stock; plus

                  (2)      such additional number of shares of Common Stock (up
                           to [_____] shares) as is equal to the sum of (x) the
                           number of shares of Common Stock reserved for
                           issuance under the Company's 2000 Stock Option/Stock
                           Incentive Plan and the Company's 2001 California
                           Stock Option/Stock Issuance Plan (collectively, the
                           "Existing Plans") that remain available for grant
                           under the Existing Plans immediately prior to the
                           closing of the Company's initial public offering and
                           (y) the number of shares of Common Stock subject to
                           awards granted under the Existing Plans which awards
                           expire, terminate or are otherwise surrendered,
                           canceled, forfeited or repurchased by the Company at
                           their original issuance price pursuant to a
                           contractual repurchase right (subject, however, in
                           the case of Incentive Stock Options (as hereinafter
                           defined) to any limitations of the Code); plus

                  (3)      an annual increase to be added on the first day of
                           each of the Company's fiscal years during the period
                           beginning in fiscal year 2005 and ending on the
                           second day of fiscal year 2014 equal to the least of
                           (i) [__________] shares of Common Stock, (ii) [___]
                           of the outstanding shares on such date or (iii) an
                           amount determined by the Board.

         If any Award expires or is terminated, surrendered or canceled without
having been fully exercised or is forfeited in whole or in part (including as
the result of shares of Common Stock subject to such Award being repurchased by
the Company at the original issuance price pursuant to a contractual repurchase
right) or results in any Common Stock not being issued, the unused Common Stock
covered by such Award shall again be available for the grant of Awards under the
Plan, subject, however, in the case of Incentive Stock Options, to any
limitations under the Code. Shares issued under the Plan may consist in whole or
in part of authorized but unissued shares or treasury shares.

         (b)      Per-Participant Limit. Subject to adjustment under Section 9,
for Awards granted after the Common Stock is registered under the Securities
Exchange Act of 1934 (the "Exchange Act"), the maximum number of shares of
Common Stock with respect to which Awards may be granted to any Participant
under the Plan shall be [__________] per calendar year. The per-Participant
limit described in this Section 4(b) shall be construed and applied consistently
with Section 162(m) of the Code ("Section 162(m)").

5.       Stock Options

         (a)      General. The Board may grant options to purchase Common Stock
(each, an "Option") and determine the number of shares of Common Stock to be
covered by each Option, the exercise price of

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each Option and the conditions and limitations applicable to the exercise of
each Option, including conditions relating to applicable federal or state
securities laws, as it considers necessary or advisable. An Option which is not
intended to be an Incentive Stock Option (as hereinafter defined) shall be
designated a "Nonstatutory Stock Option."

         (b)      Incentive Stock Options. An Option that the Board intends to
be an "incentive stock option" as defined in Section 422 of the Code (an
"Incentive Stock Option") shall only be granted to employees of Egenera, Inc.,
any of Egenera, Inc.'s present or future parent or subsidiary corporations as
defined in Sections 424(e) or (f) of the Code, and any other entities the
employees of which are eligible to receive Incentive Stock Options under the
Code, and shall be subject to and shall be construed consistently with the
requirements of Section 422 of the Code. The Company shall have no liability to
a Participant, or any other party, if an Option (or any part thereof) that is
intended to be an Incentive Stock Option is not an Incentive Stock Option.

         (c)      Exercise Price. The Board shall establish the exercise price
at the time each Option is granted and specify it in the applicable option
agreement.

         (d)      Duration of Options. Each Option shall be exercisable at such
times and subject to such terms and conditions as the Board may specify in the
applicable option agreement.

         (e)      Exercise of Option. Options may be exercised by delivery to
the Company of a written notice of exercise signed by the proper person or by
any other form of notice (including electronic notice) approved by the Board
together with payment in full as specified in Section 5(f) for the number of
shares for which the Option is exercised.

         (f)      Payment Upon Exercise. Common Stock purchased upon the
exercise of an Option granted under the Plan shall be paid for as follows:

                  (1)      in cash or by check, payable to the order of the
                           Company;

                  (2)      except as the Board may, in its sole discretion,
                           otherwise provide in an option agreement, by (i)
                           delivery of an irrevocable and unconditional
                           undertaking by a creditworthy broker to deliver
                           promptly to the Company sufficient funds to pay the
                           exercise price and any required tax withholding or
                           (ii) delivery by the Participant to the Company of a
                           copy of irrevocable and unconditional instructions to
                           a creditworthy broker to deliver promptly to the
                           Company cash or a check sufficient to pay the
                           exercise price and any required tax withholding;

                  (3)      when the Common Stock is registered under the
                           Exchange Act, by delivery of shares of Common Stock
                           owned by the Participant valued at their fair market
                           value as determined by (or in a manner approved by)
                           the Board in good faith ("Fair Market Value"),
                           provided (i) such method of payment is then permitted
                           under applicable law and (ii) such Common Stock, if
                           acquired directly from the Company, was owned by the
                           Participant at least six months (or such other period
                           as may be determined by the Board) prior to such
                           delivery;

                  (4)      to the extent permitted by applicable law and by the
                           Board, in its sole discretion by (i) delivery of a
                           promissory note of the Participant to the Company on
                           terms determined by the Board or (ii) payment of such
                           other lawful consideration as the Board may
                           determine; or

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                  (5)      by any combination of the above permitted forms of
                           payment.

         (g)      Substitute Options. In connection with a merger or
consolidation of an entity with the Company or the acquisition by the Company of
property or stock of an entity, the Board may grant Options in substitution for
any options or other stock or stock-based awards granted by such entity or an
affiliate thereof. Substitute Options may be granted on such terms as the Board
deems appropriate in the circumstances, notwithstanding any limitations on
Options contained in the other sections of this Section 5 or in Section 2.

         (h)      Repricing of Options. The Board shall have the authority, at
any time and from time to time, with the consent of the affected Participants,
to amend any or all outstanding Options granted under the Plan to provide an
Option exercise price per share which may be lower or higher than the original
Option exercise price, and/or cancel any such Options and grant in substitution
therefor other Awards, including new Options, covering the same or different
numbers of shares of Common Stock having an Option exercise price per share
which may be lower or higher than the exercise price of the canceled Options.

6.       Restricted Stock

         (a)      Grants. The Board may grant Awards entitling recipients to
acquire shares of Common Stock, subject to the right of the Company to
repurchase all or part of such shares at their issue price or other stated or
formula price (or to require forfeiture of such shares if issued at no cost)
from the recipient in the event that conditions specified by the Board in the
applicable Award are not satisfied prior to the end of the applicable
restriction period or periods established by the Board for such Award (each, a
"Restricted Stock Award").

         (b)      Terms and Conditions. The Board shall determine the terms and
conditions of any such Restricted Stock Award, including the conditions for
repurchase (or forfeiture) and the issue price, if any.

         (c)      Stock Certificates. Any stock certificates issued in respect
of a Restricted Stock Award shall be registered in the name of the Participant
and, unless otherwise determined by the Board, deposited by the Participant,
together with a stock power endorsed in blank, with the Company (or its
designee). At the expiration of the applicable restriction periods, the Company
(or such designee) shall deliver the certificates no longer subject to such
restrictions to the Participant or if the Participant has died, to the
beneficiary designated, in a manner determined by the Board, by a Participant to
receive amounts due or exercise rights of the Participant in the event of the
Participant's death (the "Designated Beneficiary"). In the absence of an
effective designation by a Participant, Designated Beneficiary shall mean the
Participant's estate.

7.       Stock Appreciation Rights.

         (a)      Nature of Stock Appreciation Rights. A Stock Appreciation
Right, or SAR, is an Award entitling the holder on exercise to receive an amount
in cash or Common Stock or a combination thereof (such form to be determined by
the Board) determined in whole or in part by reference to appreciation, from and
after the date of grant, in the fair market value of a share of Common Stock.
SARs may be based solely on appreciation in the fair market value of Common
Stock or on a comparison of such appreciation with some other measure of market
growth such as (but not limited to) appreciation in a recognized market index.
The date as of which such appreciation or other measure is determined shall be
the exercise date unless another date is specified by the Board in the SAR
Award.

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         (b)      Grants. Stock Appreciation Rights may be granted in tandem
with, or independently of, Options granted under the Plan.

                  (1)      Rules Applicable to Tandem Awards. When Stock
                           Appreciation Rights are expressly granted in tandem
                           with Options, the Stock Appreciation Right and the
                           related Options will be exercisable only at such time
                           or times and on such conditions as the Board may
                           specify in the SAR Award or the related Option.

                  (2)      Exercise of Independent Stock Appreciation Rights. A
                           Stock Appreciation Right not expressly granted in
                           tandem with an Option will become exercisable at such
                           time or times, and on such conditions, as the Board
                           may specify in the SAR Award.

         (c)      Exercise. Any exercise of a Stock Appreciation Right must be
in writing, signed by the proper person and delivered or mailed to the Company,
accompanied by any other documents required by the Board.

8.       Other Stock-Based Awards

         Other Awards of shares of Common Stock, and other Awards that are
valued in whole or in part by reference to, or are otherwise based on, shares of
Common Stock or other property, may be granted hereunder to Participants ("Other
Stock Unit Awards"), including without limitation Awards entitling recipients to
receive shares of Common Stock to be delivered in the future. Such Other Stock
Unit Awards shall also be available as a form of payment in the settlement of
other Awards granted under the Plan or as payment in lieu of compensation to
which a Participant is otherwise entitled. Other Stock Unit Awards may be paid
in shares of Common Stock or cash, as the Board shall determine. Subject to the
provisions of the Plan, the Board shall determine the conditions of each Other
Stock Unit Awards, including any purchase price applicable thereto. At the time
any Award is granted, the Board may provide that, at the time Common Stock would
otherwise be delivered pursuant to the Award, the Participant will instead
receive an instrument evidencing the Participant's right to future delivery of
the Common Stock.

9.       Adjustments for Changes in Common Stock and Certain Other Events

         (a)      Changes in Capitalization. In the event of any stock split,
reverse stock split, stock dividend, recapitalization, combination of shares,
reclassification of shares, spin-off or other similar change in capitalization
or event, or any distribution to holders of Common Stock other than a normal
cash dividend, (i) the number and class of securities available under this Plan,
(ii) the per-Participant limit set forth in Section 4(b), (iii) the number and
class of securities and exercise price per share subject to each outstanding
Option, (iv) the repurchase price per share subject to each outstanding
Restricted Stock Award, and (v) the terms of each other outstanding Award shall
be appropriately adjusted by the Company (or substituted Awards may be made, if
applicable) to the extent the Board shall determine, in good faith, that such an
adjustment (or substitution) is necessary and appropriate. If this Section 9(a)
applies and Section 9(c) also applies to any event, Section 9(c) shall be
applicable to such event, and this Section 9(a) shall not be applicable.

         (b)      Liquidation or Dissolution. In the event of a proposed
liquidation or dissolution of the Company, the Board shall upon written notice
to the Participants provide that all then unexercised Options will (i) become
exercisable in full as of a specified time at least 10 business days prior to
the effective date of such liquidation or dissolution and (ii) terminate
effective upon such liquidation or dissolution, except to the extent exercised
before such effective date. The Board may specify the effect of

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a liquidation or dissolution on any Restricted Stock Award or other Award
granted under the Plan at the time of the grant of such Award.

         (c)      Reorganization Events

                  (1)      Definition. A "Reorganization Event" shall mean: (a)
                           any merger or consolidation of the Company with or
                           into another entity as a result of which all of the
                           Common Stock of the Company is converted into or
                           exchanged for the right to receive cash, securities
                           or other property or (b) any exchange of all of the
                           Common Stock of the Company for cash, securities or
                           other property pursuant to a share exchange
                           transaction.

                  (2)      Consequences of a Reorganization Event on Awards
                           Other than Restricted Stock Awards. Upon the
                           occurrence of a Reorganization Event, or the
                           execution by the Company of any agreement with
                           respect to a Reorganization Event, the Board shall
                           take any one or more of the following actions as to
                           all or any outstanding Awards on such terms as the
                           Board determines: (i) provide that all outstanding
                           Awards shall be assumed, or substantially equivalent
                           Awards shall be substituted, by the acquiring or
                           succeeding corporation (or an affiliate thereof),
                           (ii) upon written notice to a Participant, provide
                           that the Participant's unexercised Options or other
                           unexercised Awards shall become exercisable in full
                           and will terminate immediately prior to the
                           consummation of the Reorganization Event unless
                           exercised by the Participant within a specified
                           period following the date of such notice, (iii)
                           provide that outstanding Awards shall become
                           realizable or deliverable, or restrictions applicable
                           to an Award shall lapse, in whole or in part, prior
                           to or upon such Reorganization Event, (iv) in the
                           event of a Reorganization Event under the terms of
                           which holders of Common Stock will receive upon the
                           consummation thereof a cash payment for each share
                           surrendered in the Reorganization Event (the
                           "Acquisition Price"), make or provide for a cash
                           payment to the Participant equal to (A) the
                           Acquisition Price times the number of shares of
                           Common Stock subject to the Participant's Options or
                           other Awards (to the extent the exercise price does
                           not exceed the Acquisition Price) minus (B) the
                           aggregate exercise price of all such outstanding
                           Options or other Awards, in exchange for the
                           termination of such Options or other Awards, (v)
                           provide that, in connection with a liquidation or
                           dissolution of the Company, Awards shall convert into
                           the right to receive liquidation proceeds (if
                           applicable, net of the exercise price thereof) and
                           (vi) any combination of the foregoing.

                           For purposes of clause (i) above, an Option shall be
                           considered to be assumed if, following consummation
                           of the Reorganization Event, the Option confers the
                           right to purchase, for each share of Common Stock
                           subject to the Option immediately prior to the
                           consummation of the Reorganization Event, the
                           consideration (whether cash, securities or other
                           property) received as a result of the Reorganization
                           Event by holders of Common Stock for each share of
                           Common Stock held immediately prior to the
                           consummation of the Reorganization Event (and if
                           holders were offered a choice of consideration, the
                           type of consideration chosen by the holders of a
                           majority of the outstanding shares of Common Stock);
                           provided, however, that if the consideration received
                           as a result of the Reorganization Event is not solely
                           common stock of the acquiring or succeeding
                           corporation (or an affiliate thereof), the Company
                           may, with the consent of the acquiring or succeeding
                           corporation, provide for the

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                           consideration to be received upon the exercise of
                           Options to consist solely of common stock of the
                           acquiring or succeeding corporation (or an affiliate
                           thereof) equivalent in fair market value to the per
                           share consideration received by holders of
                           outstanding shares of Common Stock as a result of the
                           Reorganization Event.

                           To the extent all or any portion of an Option becomes
                           exercisable solely as a result of clause (ii) above,
                           the Board may provide that upon exercise of such
                           Option the Participant shall receive shares subject
                           to a right of repurchase by the Company or its
                           successor at the Option exercise price. Such
                           repurchase right (1) shall lapse at the same rate as
                           the Option would have become exercisable under its
                           terms and (2) shall not apply to any shares subject
                           to the Option that were exercisable under its terms
                           without regard to clause (ii) above.

                  (3)      Consequences of a Reorganization Event on Restricted
                           Stock Awards. Upon the occurrence of a Reorganization
                           Event other than a liquidation or dissolution of the
                           Company, the repurchase and other rights of the
                           Company under each outstanding Restricted Stock Award
                           shall inure to the benefit of the Company's successor
                           and shall apply to the cash, securities or other
                           property which the Common Stock was converted into or
                           exchanged for pursuant to such Reorganization Event
                           in the same manner and to the same extent as they
                           applied to the Common Stock subject to such
                           Restricted Stock Award. Upon the occurrence of a
                           Reorganization Event involving the liquidation or
                           dissolution of the Company, except to the extent
                           specifically provided to the contrary in the
                           instrument evidencing any Restricted Stock Award or
                           any other agreement between a Participant and the
                           Company, all restrictions and conditions on all
                           Restricted Stock Awards then outstanding shall
                           automatically be deemed terminated or satisfied.

10.      General Provisions Applicable to Awards

         (a)      Transferability of Awards. Except as the Board may otherwise
determine or provide in an Award, Awards shall not be sold, assigned,
transferred, pledged or otherwise encumbered by the person to whom they are
granted, either voluntarily or by operation of law, except by will or the laws
of descent and distribution, and, during the life of the Participant, shall be
exercisable only by the Participant. References to a Participant, to the extent
relevant in the context, shall include references to authorized transferees.

         (b)      Documentation. Each Award shall be evidenced in such form
(written, electronic or otherwise) as the Board shall determine. Each Award may
contain terms and conditions in addition to those set forth in the Plan.

         (c)      Board Discretion. Except as otherwise provided by the Plan,
each Award may be made alone or in addition or in relation to any other Award.
The terms of each Award need not be identical, and the Board need not treat
Participants uniformly.

         (d)      Termination of Status. The Board shall determine the effect on
an Award of the disability, death, retirement, authorized leave of absence or
other change in the employment or other status of a Participant and the extent
to which, and the period during which, the Participant, the Participant's legal
representative, conservator, guardian or Designated Beneficiary may exercise
rights under the Award.

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         (e)      Withholding. Each Participant shall pay to the Company, or
make provision satisfactory to the Board for payment of, any taxes required by
law to be withheld in connection with Awards to such Participant no later than
the date of the event creating the tax liability. Except as the Board may
otherwise provide in an Award, when the Common Stock is registered under the
Exchange Act, Participants may satisfy such tax obligations in whole or in part
by delivery of shares of Common Stock, including shares retained from the Award
creating the tax obligation, valued at their Fair Market Value; provided,
however, that the total tax withholding where stock is being used to satisfy
such tax obligations cannot exceed the Company's minimum statutory withholding
obligations (based on minimum statutory withholding rates for federal and state
tax purposes, including payroll taxes, that are applicable to such supplemental
taxable income). The Company may, to the extent permitted by law, deduct any
such tax obligations from any payment of any kind otherwise due to a
Participant.

         (f)      Amendment of Award. The Board may amend, modify or terminate
any outstanding Award, including but not limited to, substituting therefor
another Award of the same or a different type, changing the date of exercise or
realization, and converting an Incentive Stock Option to a Nonstatutory Stock
Option, provided that the Participant's consent to such action shall be required
unless the Board determines that the action, taking into account any related
action, would not materially and adversely affect the Participant.

         (g)      Conditions on Delivery of Stock. The Company will not be
obligated to deliver any shares of Common Stock pursuant to the Plan or to
remove restrictions from shares previously delivered under the Plan until (i)
all conditions of the Award have been met or removed to the satisfaction of the
Company, (ii) in the opinion of the Company's counsel, all other legal matters
in connection with the issuance and delivery of such shares have been satisfied,
including any applicable securities laws and any applicable stock exchange or
stock market rules and regulations, and (iii) the Participant has executed and
delivered to the Company such representations or agreements as the Company may
consider appropriate to satisfy the requirements of any applicable laws, rules
or regulations.

         (h)      Acceleration. The Board may at any time provide that any Award
shall become immediately exercisable in full or in part, free of some or all
restrictions or conditions, or otherwise realizable in full or in part, as the
case may be.

         (i)      Deferred Delivery of Shares Issuable Pursuant to an Award. The
Board may, at the time any Award is granted, provide that, at the time Common
Stock would otherwise be delivered pursuant to the Award, the Participant shall
instead receive an instrument evidencing the right to future delivery of Common
Stock at such time or times, and on such conditions, as the Board shall specify.
The Board may at any time accelerate the time at which delivery of all or any
part of the Common Stock shall take place.

11.      Miscellaneous

         (a)      No Right To Employment or Other Status. No person shall have
any claim or right to be granted an Award, and the grant of an Award shall not
be construed as giving a Participant the right to continued employment or any
other relationship with the Company. The Company expressly reserves the right at
any time to dismiss or otherwise terminate its relationship with a Participant
free from any liability or claim under the Plan, except as expressly provided in
the applicable Award.

         (b)      No Rights As Stockholder. Subject to the provisions of the
applicable Award, no Participant or Designated Beneficiary shall have any rights
as a stockholder with respect to any shares of Common Stock to be distributed
with respect to an Award until becoming the record holder of such shares.
Notwithstanding the foregoing, in the event the Company effects a split of the
Common Stock by means of a stock dividend and the exercise price of and the
number of shares subject to such Option are

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adjusted as of the date of the distribution of the dividend (rather than as of
the record date for such dividend), then an optionee who exercises an Option
between the record date and the distribution date for such stock dividend shall
be entitled to receive, on the distribution date, the stock dividend with
respect to the shares of Common Stock acquired upon such Option exercise,
notwithstanding the fact that such shares were not outstanding as of the close
of business on the record date for such stock dividend.

         (c)      Effective Date and Term of Plan. The Plan shall become
effective on the date on which it is adopted by the Board. No Awards shall be
granted under the Plan after the completion of ten years from the earlier of (i)
the date on which the Plan was adopted by the Board or (ii) the date the Plan
was approved by the Company's stockholders, but Awards previously granted may
extend beyond that date.

         (d)      Amendment of Plan. The Board may amend, suspend or terminate
the Plan or any portion thereof at any time, provided that to the extent
required by Section 162(m), no Award granted to a Participant that is intended
to comply with Section 162(m) after the date of such amendment shall become
exercisable, realizable or vested, as applicable to such Award, unless and until
such amendment shall have been approved by the Company's stockholders as
required by Section 162(m) (including the vote required under Section 162(m)).

         (e)      Authorization of Sub-Plans. The Board may from time to time
establish one or more sub-plans under the Plan for purposes of satisfying
applicable blue sky, securities or tax laws of various jurisdictions. The Board
shall establish such sub-plans by adopting supplements to this Plan containing
(i) such limitations on the Board's discretion under the Plan as the Board deems
necessary or desirable or (ii) such additional terms and conditions not
otherwise inconsistent with the Plan as the Board shall deem necessary or
desirable. All supplements adopted by the Board shall be deemed to be part of
the Plan, but each supplement shall apply only to Participants within the
affected jurisdiction and the Company shall not be required to provide copies of
any supplement to Participants in any jurisdiction which is not the subject of
such supplement.

         (f)      Governing Law. The provisions of the Plan and all Awards made
hereunder shall be governed by and interpreted in accordance with the laws of
the State of Delaware, without regard to any applicable conflicts of law.

                         Adopted by the Board of Directors on August [___], 2004

                           Adopted by the Stockholders as of August [___]. 2004.

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